Cover Note for First -Third  Excess of Loss Reinsurance Agreement



 Exhibit 10.76 
  
 Guy Carpenter & Company, Inc. 
 44 Whippany Road 
 P.O. Box 1926 
 Morristown, NJ 07962-1926 
 973 285 7900  Fax 917 934 9700 
  
 Cover Note 
  
 File #:                  8493-00-0009-00

 Effective Date:  January 1, 2004 
 Issue Date: 
  
 COMPANY: 
  
 SCPIE HOLDINGS, INC., 
 AND/OR SCPIE INDEMNITY
COMPANY, 
 AND/OR AMERICAN HEALTHCARE INDEMNITY COMPANY, 
 AND/OR AMERICAN HEALTHCARE SPECIALTY COMPANY, 
 AND/OR SCPIE INSURANCE SERVICES, INC., 
 AND/OR SCPIE MANAGEMENT SERVICES, INC., 
 LOS
ANGELES, CALIFORNIA 
  
 TYPE 
  
 FIRST – THIRD EXCESS OF LOSS REINSURANCE AGREEMENT 
  
 BUSINESS COVERED: 
  

	 	1.	Physicians & Surgeons Comprehensive Professional and Business Liability, including Clinics and Clinical Laboratories. 

  

	 	2.	Professional and Business Liability Policies for Hospitals and Healthcare Facilities, including: 

  

	 	a.	Modified Claims Made Coverage Hospitals and Medical Centers (Primary & Excess); 

  

	 	b.	Claims Made Coverage Hospitals and Medical Centers (Primary & Excess); 

  

	 	c.	Excess Automobile Liability and Excess Employers Liability associated with the policy forms outlined above. 

  

	 	3.	Errors and Omissions Liability Policies for Managed Care Organizations, and Directors and Officers Liability Policies. 

  

	 	4.	Physicians and Surgeons Comprehensive Professional Liability and Personal Umbrella Business underwritten by Brown & Brown, Inc., Tampa, Florida. 








 Page:                     2 of 8 
 File #:                    8493-00-0009-00 
 Effective Date:    January 1, 2004 
 Issue Date: 
  
 TERM: 
  
 January 1, 2004 to December 31, 2004 as respects claims made during the calendar year 2004. 
  
 The term “claims made” as used herein shall mean (A) In respect of Claims Made Policies, claims first notified to
the Company during the term of this Agreement on any inforce policy or reporting endorsement arising out of incidents subsequent to the retroactive date of said policy as the result of the rendering of or failure to render a professional service or
the reporting of losses which arise from the insured premises and operations incidental to the practice of a physician, hospital or managed care organization and/or (B) In respect of Occurrence, or Modified Claims Made Policies, claims or losses
first notified to the Company during the term of this Agreement. 
  
 Retroactive date January 1, 1976, except for Extra Contractual Obligations which is January 1, 1979. 
  
 In the event of cancellation or non-renewal, and at the option of the Reinsured, Reinsurers agree to run-off policies in force until natural expiration
not to exceed 12 months from the expiration date hereon, at terms to be mutually agreed. 
  
 TERRITORY: 
  
 As
per the Company’s original policies, contracts, or binders. 
  
 EXCLUSIONS: 
  

	 	1.	Insolvency Funds. 

  

	 	2.	Nuclear Incident - Liability - Reinsurance. 

  

	 	3.	Assumed Reinsurance other than for Licensing, Financial Rating Purposes or Acquisition Purposes. 

  

	 	4.	Terrorism per NMA 2929. 








 Page:                     3 of 8 
 File #:                    8493-00-0009-00 
 Effective Date:    January 1, 2004 
 Issue Date: 
  
 RETENTION AND LIMIT: 
  
 First Layer: 
  

	 	A.)	$3,000,000 each and every loss in excess of $2,000,000 each and every loss. 

  

Reinsurers maximum aggregate liability, during the term of this Agreement shall be $18,000,000. 
  
 Not withstanding the foregoing it is a condition hereto that an Annual
Aggregate Deductible of $3,000,000, otherwise recoverable, shall first be deducted before any liability attaches hereon. 
  
 Second Layer: 
  

					
		
	 A.)
	 	$5,000,000 each and every loss in excess of $5,000,000 each and every loss.
			
	 B.)
	 	Reinstatements -	  	First - Computed Pro-Rata as to amount, 60% as to Premium.
			
	 	 	 	  	Second - Computed Pro-Rata as to amount, 100% as to Premium.

  
 Third Layer:

  

					
		
	 A.)
	 	$10,000,000 each and every loss in excess of $10,000,000 each and every loss.
			
	 B.)
	 	Reinstatement -	  	One in all computed Pro-Rata as to amount, 100% as to Premium.

  
 WARRANTY: 
  

	 	1.)	In respect of Physicians and Surgeons Comprehensive Professional and Business Liability Policies, including Clinics and Clinical Laboratories, the Maximum Policy Limit is
$10,000,000 subject to inuring protection of $8,000,000 in excess of $2,000,000 with a maximum aggregate of $8,000,000 during each 12 month period, or so deemed. 

  

	 	2.)	Coverage for Professional and Business Liability Policies for Hospitals is restricted to policies incepting prior to January 1, 2002, the Maximum Policy Limit is $50,000,000, or so
deemed. 








 Page:                     4 of 8 
 File #:                    8493-00-0009-00 
 Effective Date:    January 1, 2004 
 Issue Date: 
  
 WARRANTY (Continued): 
  

	 	3.)	In respect of Professional and Business Liability Policies for Healthcare Facilities, the Maximum Policy Limit is $10,000,000 for policies incepting prior to January 1, 2002, and
$5,000,000 for policies incepting on or after January 1, 2002, or so deemed. 

  

	 	4.)	In respect of Errors and Omissions Liability Policies for Managed Care Organizations, Directors and Officers Liability Policies, and Employment Practices Liability Insurance, the
Maximum Policy Limit is $5,000,000 for policies incepting prior to January 1, 2002, and $1,000,000 for policies incepting on or after January 1, 2002, or so deemed. 

  

	 	5.)	In respect of Professional and Business Liability Policies for Dentists, excluding coverages for Oral and Maxillofacial Surgeons, the Maximum Policy Limit is $10,000,000, for
policies incepting prior to January 1, 2002, and $2,000,000 for policies incepting on or after January 1, 2002, or so deemed. 

  
 PREMIUM: 
  
 First Layer: 
  
 4.43% of G.N.E.P.I. 
 Deposit - $6,200,000 payable $3,100,000 semi-annually. 
 Minimum - $4,960,000 
  
 Second Layer: 
  
 2.47% of G.N.E.P.I. 
 Deposit - $3,458,000 payable $1,729,000 semi-annually. 
 Minimum - $2,766,000 
  
 Third Layer: 
  
 1.45% of G.N.E.P.I. 
 Deposit - $2,030,000 payable $1,015,000 semi-annually. 
 Minimum - $1,624,000 
  
 ATTACHMENT OF LIABILITY: 
  

	 	(A)	For purposes of determining the attachment of the Reinsurers liability hereunder as respects any one loss, all losses (including Discovery Period Losses) involving one or more
Original Insureds, arising from the same incident, and in which First Notice of Claim or Circumstance is notified to the Company during the term of this Agreement shall be covered hereunder. 








 Page:                     5 of 8 
 File #:                    8493-00-0009-00 
 Effective Date:    January 1, 2004 
 Issue Date: 
  
 ATTACHMENT OF LIABILITY (Continued): 
  

	 	(B)	The date of a loss hereunder shall be the earliest date, within the term of this Agreement, that the Company has received First Notice of Claim or Circumstance.


  
 ACCOUNTING: 
  
 Premiums - Payments within 60 days of respective due date. 
 Losses - Payments within 60 days of receipt of proof of loss. 
 Outstanding losses reported individually as they occur. 
  
 GENERAL CONDITIONS: 
  
 Loss Adjustment
Expenses to be included with the Ultimate Net Loss. 
 Excess of Original Policy Limits Clause 
 80% Extra Contractual Obligations Clause 
 Ultimate Net Loss Clause including Declaratory Judgement Expenses incurred in 
     connection with coverage
questions and legal actions related to a specific claim. 
 Net Retained Lines Clause 
 Notice of Loss Clause 
 Loss Funding Clause -
Including IBNR (See Attached) 
 Special Funding Clause 
 Confidentiality Clause 
 Commutation Clause by Mutual Agreement 
 Federal Excise Tax Clause 
 Errors and
Omissions Clause 
 Insolvency Clause 
 Offset Clause – BRMA 36A 
 Service of Suit Clause 
 Mode of Execution Clause 
 Arbitration Clause 
 Access to Records Clause 
 Guy Carpenter &
Company, Inc. Intermediary Clause 







 Page:                     6 of 8 
 File #:                    8493-00-0009-00 
 Effective Date:    January 1, 2004 
 Issue Date: 
  
 INFORMATION: 
  

				
	 2004 Premium Estimates by Line:

	  	 
	 Physicians SCPIE
	  	$	100,800,000
	 Physicians (Standard) AHI-CA
	  	$	20,400,000
	 Physicians Other than CA. Std. AHI
	  	$	2,100,000
	 Physicians - Non Standard AHI
	  	$	2,900,000
	 Physicians - Non Standard AHSIC
	  	$	00
	 	  	
	

	 Subtotal:
	  	$	126,200,000
		
	 Healthcare Facilities
	  	$	8,100,000
	 Heathcare Providers
	  	$	1,700,000
	 Umbrella
	  	$	700,000
	 Managed Care E&O
	  	$	1,300,000
	 Directors & Officers
	  	$	900,000
	 SCPIE Best Defense
	  	$	500,000
	 	  	
	

	 Subtotal:
	  	$	13,200,000
		
	 Brown & Brown
	  	 	 
	 Physicians
	  	$	500,000
	 Phys. - Dentists & Oral Surgeons
	  	$	100,000
	 	  	
	

	 Subtotal:
	  	$	600,000
		
	 Grand Total:
	  	$	140,000,000

  
 REGULATION 98:

  
 Premium and loss payments made to Guy Carpenter shall be
deposited in a Premium and Loss Account in accordance with Section 32.3(a)(1) of Regulation 98 of the New York Insurance Department. The parties hereto consent to withdrawals from said account in accordance with Section 32.3(a)(3) of the Regulation,
including interest and Federal Excise Tax. 







 Page:                     7 of 8 
 File #:                    8493-00-0009-00 
 Effective Date:    January 1, 2004 
 Issue Date: 
  
 EFFECTED WITH: 
  
 First Layer 

								
	 Reinsurer

	  	FEIN #

	  	NAIC #

	  	1st Layer

	 
	 Various Markets through GC London
	  	 	  	 	  	65.00	%
	 Hannover Rückversicherung AG
	  	AA-1340125	  	 	  	35.00	%
	 Total
	  	 	  	 	  	100.00	%

  
 Second Layer 

								
	 Reinsurer

	  	FEIN #

	  	NAIC #

	  	2nd Layer

	 
	 Various Markets through GC London
	  	 	  	 	  	70.00	%
	 Hannover Rückversicherung AG
	  	AA-1340125	  	N/A	  	30.00	%
	 Total
	  	 	  	 	  	100.00	%

  
 Third Layer 

								
	 Reinsurer

	  	FEIN #

	  	NAIC #

	  	3rd Layer

	 
	 Various Markets through GC London
	  	 	  	 	  	85.00	%
	 Hannover Rückversicherung AG
	  	AA-1340125	  	N/A	  	15.00	%
	 Total
	  	 	  	 	  	100.00	%








 Page:                     8 of 8 
 File #:                    8493-00-0009-00 
 Effective Date:    January 1, 2004 
 Issue Date: 
  
 This Cover Note confirms the terms and conditions of the reinsurance negotiated with the listed reinsurers on your behalf. In the event that any of these details do not
meet with your approval, or the security of the participating reinsurers does not meet with your requirements, please notify this office immediately. If all is in order, please sign and return one copy of this Cover Note to confirm your approval and
complete our files. 
  

			
	  

	 	  


	 Managing Director
 Guy Carpenter & Company, Inc.
  
	 	 Senior Vice President
 Guy Carpenter & Company, Inc.
  

	  

	 	  


	 Date
  
	 	Date
	  

	 	 
	 SCPIE Indemnity Company
  
	 	 
	  

	 	 
	Date